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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240. 13d-7(b) for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
896047503
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SCHEDULE 13D
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1.
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Name of Reporting Person:
Magnetar Financial LLC
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,358,952
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,358,952
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,358,952
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class Represented by Amount in Row (11)
4.94%
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14.
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Type of Reporting Person
IA; OO
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2
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CUSIP No.
896047503
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SCHEDULE 13D
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1.
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Name of Reporting Person:
Magnetar Capital Partners LP
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,358,952
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,358,952
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,358,952
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class Represented by Amount in Row (11)
4.94%
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14.
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Type of Reporting Person
HC; OO
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3
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CUSIP No.
896047503
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SCHEDULE 13D
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1.
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Name of Reporting Person:
Supernova Management LLC
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,358,952
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,358,952
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,358,952
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class Represented by Amount in Row (11)
4.94%
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14.
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Type of Reporting Person
HC; OO
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4
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CUSIP No.
896047503
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SCHEDULE 13D
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1.
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Name of Reporting Person:
Alec N. Litowitz
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds
OO
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States Of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,358,952
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,358,952
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,358,952
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent of Class Represented by Amount in Row (11)
4.94%
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14.
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Type of Reporting Person
HC; IN
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5
SCHEDULE 13D
This Amendment No. 1 (the “Amendment”) relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”) (collectively, the “Reporting Persons”) with the SEC on December 27, 2018, (as amended by this Amendment, the “Schedule 13D”).
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following information for updating:
The aggregate amount of funds used by the Reporting Persons in purchasing the 152,389 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $7,045,457.65 (excluding commissions and other execution-related costs).
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following information for updating:
During the 60 days preceding the date of the filing of this Statement, the Reporting Persons sold 579,829 Shares, which consists of 359,659 Shares sold for the benefit of the ICAV, 214,810 Shares sold for the benefit of PRA Master Fund and 5,360 Shares sold for the benefit of MSW Master Fund.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to add the following information for updating:
(a)
As of the close of business on April 25, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 4,358,952 Shares, which consisted of (i) 334,770 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 1,714,039 Shares held for the benefit of PRA Master Fund, (iii) 1,255,397 Shares held for the benefit of Constellation Fund; (iv) 107,049 Shares held for the benefit of MSW Master Fund; (v) 66,098 Shares held for the benefit of Premia Master Fund and (vi) 881,599 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.94% of the Shares.
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(b)
As of the close of business on April 25, 2019, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 4,358,952 Shares, which consisted of (i) 334,770 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 1,714,039 Shares held for the benefit of PRA Master Fund, (iii) 1,255,397 Shares held for the benefit of Constellation Fund; (iv) 107,049 Shares held for the benefit of MSW Master Fund; (v) 66,098 Shares held for the benefit of Premia Master Fund and (vi) 881,599 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.94% of the Shares.
(c)
Except as set forth on
Schedule A
attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on
Schedule A
attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on
Schedule A
were effected in open market transactions on New York Stock Exchange and various other trading markets.
(d)
Each of the Reporting Persons ceased to have beneficial ownership of greater than 5% of the Shares on April 24, 2019.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: April 26, 2019
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MAGNETAR FINANCIAL LLC
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By: Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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MAGNETAR CAPITAL PARTNERS LP
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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SUPERNOVA MANAGEMENT LLC
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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8
SCHEDULE A
Funds
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Date
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Number of Shares Bought
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Price Per Share($) (1)(2)
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2/28/19
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148,170
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46.23
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3/5/19
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4,219
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46.35187
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(3)
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(1)Excludes commissions and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.
(3) Reflects a weighted average purchase price of $46.35187 per share, at prices ranging from $46.30 to $46.385 per share.
9
Funds
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Date
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Number of Shares
(Sold)
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Price Per Share($) (1)(2)
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2/25/19
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(25,000
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46.26162
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(3)
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2/26/19
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(22,500
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46.24982
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(4)
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2/27/19
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(26,300
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46.21380
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(5)
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2/28/19
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(174,452
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46.22199
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(6)
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3/21/19
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(38,900
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)
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46.07080
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(7)
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3/22/19
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(33,100
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46.07201
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(8)
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3/25/19
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(37,500
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46.05260
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(9)
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3/26/19
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(37,500
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46.09001
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(10)
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3/27/19
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(33,800
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46.05117
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(11)
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3/28/19
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(39,400
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46.07411
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(12)
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3/29/19
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(39,377
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46.11511
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(13)
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4/24/19
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(36,000
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46.20416
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(14)
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4/25/19
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(36,000
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46.20723
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(15)
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(1) Excludes commissions and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price will be provided.
(3) Reflects a weighted average sale price of $46.26162 per share, at prices ranging from $46.18 to $46.395 per share.
(4) Reflects a weighted average sale price of $46.24982 per share, at prices ranging from $46.22 to $46.36 per share.
(5) Reflects a weighted average sale price of $46.21380 per share, at prices ranging from $46.13 to $46.26 per share.
(6) Reflects a weighted average sale price of $46.22199 per share, at prices ranging from $46.12 to $46.23 per share.
(7) Reflects a weighted average sale price of $46.07080 per share, at prices ranging from $46.05 to $46.11 per share.
(8) Reflects a weighted average sale price of $46.07201 per share, at prices ranging from $46.05 to $46.10 per share.
(9) Reflects a weighted average sale price of $46.05260 per share, at prices ranging from $46.02 to $46.08 per share.
(10) Reflects a weighted average sale price of $46.09001 per share, at prices ranging from $46.07 to $46.11 per share.
(11) Reflects a weighted average sale price of $46.05117 per share, at prices ranging from $46.00 to $46.10 per share.
(12) Reflects a weighted average sale price of $46.07411 per share, at prices ranging from $46.04 to $46.09 per share.
(13) Reflects a weighted average sale price of $46.11511 per share, at prices ranging from $46.05 to $46.17 per share.
(14) Reflects a weighted average sale price of $46.20416 per share, at prices ranging from $46.17 to $46.23 per share.
(15) Reflects a weighted average sale price of $46.20723 per share, at prices ranging from $46.17 to $46.23 per share.
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